Shanghai Randy law firm
About Guangzhou Tinci Materials Technology Co.Ltd(002709)
The third phase of the first grant of stock option and restricted stock incentive plan and the second phase of the reserved grant of stock option and restricted stock incentive plan in 2019
Legal opinion
Landing Law Offices
16 / F, East Tower, Raffles Plaza, North Bund, 1089 dongdaming Road, Hongkou District, Shanghai 200080, China
Tel: 86-2166529952 Fax: 86-2166522252
16th Floor, East Tower, Raffles City, No. 1089, Dongdaming Road, Hongkou District, Shanghai Tel: 86-2166529952 fax: 86-2166522252
Shanghai Randy law firm
About Guangzhou Tinci Materials Technology Co.Ltd(002709)
The third phase of the first grant of stock option and restricted stock incentive plan and the second phase of the reserved grant of stock option and restricted stock incentive plan in 2019
Legal opinion
To: Guangzhou Tinci Materials Technology Co.Ltd(002709)
Shanghai Randy law firm accepts the entrustment of Guangzhou Tinci Materials Technology Co.Ltd(002709) (hereinafter referred to as " Guangzhou Tinci Materials Technology Co.Ltd(002709) " or "company", securities code Guangzhou Tinci Materials Technology Co.Ltd(002709) ) to issue legal opinions on relevant matters involved in the implementation of 2019 stock option and restricted stock incentive plan (hereinafter referred to as "the incentive plan").
In accordance with the company law of the people's Republic of China (hereinafter referred to as the "company law"), the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), the measures for the administration of equity incentive of listed companies (hereinafter referred to as the "administrative measures") and other relevant laws and regulations, as well as the Guangzhou Tinci Materials Technology Co.Ltd(002709) articles of association, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, The relevant facts involved in the incentive plan have been checked and verified, and this legal opinion has been issued. In order to issue this legal opinion, our lawyer hereby makes the following statement:
1. In accordance with the provisions of the securities law, the measures for the administration of law firms engaging in securities legal business and the rules for the practice of securities legal business of law firms (for Trial Implementation), our lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and fully verified and verified the matters related to this legal opinion, so as to ensure that the facts identified in this legal opinion are true, accurate and complete, The concluding opinions issued are legal and accurate, without false records, misleading statements or major omissions, and shall bear corresponding legal liabilities. 2. The exchange will not make any evaluation on professional matters such as accounting and auditing and non legal issues such as stock value involved in the incentive plan. The quotation of some data and conclusions in the relevant accounting statements, audit reports and incentive plans in this legal opinion does not mean that our lawyers make any express or implied guarantee for the authenticity and accuracy of such data and conclusions.
3. Guangzhou Tinci Materials Technology Co.Ltd(002709) guarantees that it has provided the original written materials, copies or other oral materials that our lawyers consider necessary and authentic to issue this legal opinion Guangzhou Tinci Materials Technology Co.Ltd(002709) also guarantees that the above documents are true, accurate and complete; All signatures and seals on the documents are authentic; The copy is consistent with the original.
4. For the fact that it is very important to issue this legal opinion and cannot be supported by independent evidence, our lawyers rely on the supporting documents issued by relevant government departments, companies or other relevant units to issue this legal opinion.
5. This legal opinion is only for the purpose of the company's implementation of the 2019 stock option and restricted stock incentive plan, and shall not be used for any other purpose.
6. The exchange agrees that the company will take this legal opinion as one of the necessary legal documents for the implementation of this incentive plan, submit it to Shenzhen stock exchange together with other application materials for public disclosure, and is willing to bear corresponding legal liabilities according to law.
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1、 On the implementation of the company's stock option and restricted stock incentive plan in 2019 and the approval and authorization of the third phase of the first grant and the second phase of the reserved grant
1. January 22, 2019, Guangzhou Tinci Materials Technology Co.Ltd(002709) the 32nd meeting of the 4th board of directors deliberated and adopted the proposal on the company's 2019 stock option and restricted stock incentive plan (Draft) and summary, the proposal on the company's measures for the implementation and assessment of 2019 stock option and restricted stock incentive plan, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to 2019 stock option and restricted stock incentive plan. The directors Xu Sanshan, Gu bin and Fu Dayan are the incentive objects of the incentive plan and are affiliated directors. They have avoided voting on the above related proposals.
January 22, 2019, Guangzhou Tinci Materials Technology Co.Ltd(002709) the 26th meeting of the 4th board of supervisors deliberated and approved the proposal on the company's 2019 stock option and restricted stock incentive plan (Draft) and summary, the proposal on the company's measures for the implementation and assessment of 2019 stock option and restricted stock incentive plan, and the proposal on verifying the list of some incentive objects granted by the company's 2019 stock option and restricted stock incentive plan for the first time, It is believed that the incentive plan is conducive to the sustainable development of the company and will not damage the interests of the company and all shareholders. At the same time, the list of incentive objects is preliminarily verified, and it is considered that the personnel on the list of incentive objects comply with the provisions of the management measures, and the subject qualification is legal and effective.
On January 22, 2019, the independent directors of the company expressed their independent opinions, believing that the 2019 stock option and restricted stock incentive plan is conducive to the sustainable development of the company and will not damage the interests of the company and all shareholders.
2. On February 26, 2019, Guangzhou Tinci Materials Technology Co.Ltd(002709) the 34th meeting of the 4th board of directors and the 27th meeting of the 4th board of supervisors respectively deliberated and approved the proposal on the company's 2019 stock option and restricted stock incentive plan (Revised Draft) and summary, and agreed to modify the 2019 stock option and restricted stock incentive plan (Draft), which includes the total number of incentive objects The total amount and share distribution of incentive rights and interests, and the impact of the first grant of stock options and restricted shares on the accounting cost of each period, there is no new incentive object.
Affiliated directors Xu Sanshan, Gu bin and Fu Dayan have avoided voting. The board of supervisors believes that the amendment is conducive to better promote the specific implementation of the stock option and restricted stock incentive plan in 2019, and there is no situation that damages the interests of the company and all shareholders.
On February 26, 2019, the independent directors expressed their independent opinions on the 34th meeting of the Fourth Board of directors of the company, believing that the 2019 stock option and restricted stock incentive plan (Revised Draft) of the company complies with the relevant provisions of the administrative measures, is conducive to better promote the specific implementation of the 2019 stock option and restricted stock incentive plan, and does not damage the interests of the company and all shareholders. When the board of directors of the company considered the amendment proposal, the related directors have avoided voting. Agree to this revision.
3. On January 23, 2019, Guangzhou Tinci Materials Technology Co.Ltd(002709) announced the list of incentive objects first granted under the 2019 stock option and restricted stock incentive plan. Due to the reduction of the number of incentive objects, on February 27, 2019, Guangzhou Tinci Materials Technology Co.Ltd(002709) again announced the list of incentive objects granted for the first time under the 2019 stock option and restricted stock incentive plan. Compared with the list of incentive objects announced on January 23, 2019, there were no new incentive objects. From January 23, 2019 to February 2, 2019, the company posted and publicized the names and positions of the list of incentive objects granted for the first time within the company. During the publicity period, the board of supervisors of the company did not receive any objection related to the proposed incentive objects of the incentive plan. On March 12, 2019, the company announced the statement of the board of supervisors on the review and publicity of the list of incentive objects first granted by the 2019 stock option and restricted stock incentive plan issued by the board of supervisors.
4. March 15, 2019, Guangzhou Tinci Materials Technology Co.Ltd(002709) 2019 the first extraordinary general meeting of shareholders deliberated and approved the proposal on the company's 2019 stock option and restricted stock incentive plan (Revised Draft) and summary, the proposal on the company's measures for the administration of the implementation of 2019 stock option and restricted stock incentive plan, and Proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to 2019 stock option and restricted stock incentive plan. The company has conducted a self inspection on the trading of the company's shares by insiders, and disclosed the self inspection report on the trading of the company's shares by insiders of stock options and restricted stock incentive plan in 2019.
5. On March 15, 2019, Guangzhou Tinci Materials Technology Co.Ltd(002709) the 35th meeting of the Fourth Board of directors and the 28th meeting of the Fourth Board of supervisors respectively deliberated and approved the proposal on adjusting the list and number of incentive objects granted for the first time under the 2019 stock option and restricted stock incentive plan and the proposal on granting stock options and restricted stocks to incentive objects for the first time. Related directors Xu Sanshan, Gu bin and Fu Dayan have avoided voting on the above related proposals. Agree to adjust the incentive objects and the number of incentives granted for the first time. Considering that the first grant conditions stipulated in the incentive plan have been met, it is agreed to grant 6.976 million rights and interests to 440 eligible incentive objects for the first time on March 15, 2019, including 3.743 million stock options to 357 incentive objects for the first time and 3.3233 million restricted shares to 93 eligible incentive objects for the first time. 10 people are incentive objects of both stock options and restricted shares.
On March 15, 2019, the independent directors of the company issued the independent opinions on matters related to the 35th meeting of the Fourth Board of directors and agreed to adjust the incentive objects and the number of incentives granted for the first time. It is considered that the conditions for the first grant have been met, and the subject qualification of incentive objects is legal and effective. It is agreed to grant 3.743 million stock options to 357 eligible incentive objects for the first time, and 3.3233 million restricted shares to 93 eligible incentive objects for the first time. The grant date of consent is March 15, 2019.
On March 21, 2019, the company disclosed the announcement on the completion of the registration of the first grant of stock option and restricted stock incentive plan in 2019.
6. On December 30, 2019, Guangzhou Tinci Materials Technology Co.Ltd(002709) the 45th meeting of the 4th board of directors and the 37th meeting of the 4th board of supervisors respectively deliberated and approved the proposal on adjusting the number and price of rights and interests granted under the 2019 stock option and restricted stock incentive plan and the proposal on granting reserved stock options and restricted stocks to incentive objects. It is agreed to adjust the number of stock options granted for the first time from 3.743 million to 5.9888 million, and the number of reserved stock options from 949000 to 1518400; The number of restricted shares granted for the first time was adjusted from 3233000 shares to 5172800 shares, and the number of reserved restricted shares was adjusted from 813700 shares to 13019200 shares. It is agreed to adjust the exercise price of stock options granted for the first time from 22.40 yuan / share to 13.94 yuan / share, and the repurchase price of restricted shares granted for the first time from 11.20 yuan / share to 6.94 yuan / share. It is agreed that the reserved grant date is December 30, 2019, granting 861500 stock options to 116 eligible incentive objects and 263000 restricted shares to 3 eligible incentive objects. Related directors have avoided voting on relevant proposals.
On December 30, 2019, the independent directors of the company issued the independent opinions on relevant matters of the 45th meeting of the Fourth Board of directors of the company, agreed to adjust the number and price of granted rights and interests, and agreed to reserve relevant matters for grant.
On March 2, 2020, the company disclosed the announcement on the completion of registration of reserved grant of stock option and restricted stock incentive plan in 2019. In the process of fund payment after the grant date, one incentive object voluntarily gave up 70000 restricted shares granted due to lack of funds. Therefore, the number of restricted shares reserved for grant was reduced from 263000 shares to 193000 shares.
7. On April 24, 2020, Guangzhou Tinci Materials Technology Co.Ltd(002709) the 49th meeting of the 4th board of directors and the 40th meeting of the 4th board of supervisors deliberated and approved the proposal on canceling the first grant of some stock options under the 2019 stock option and restricted stock incentive plan and the proposal on repurchase and cancellation of the first grant of some restricted shares under the 2019 stock option and restricted stock incentive plan. Agree to cancel 1.096 million stock options granted but not exercised to some 50 resignation incentive objects for the first time, and agree to cancel 195712 million stock options that did not meet the company's performance exercise conditions in the first exercise period of some stock options for the first time (excluding the number of stock options of the above-mentioned resigned personnel), with a total of 3053120 stock options cancelled. Agree to repurchase and cancel 491200 shares of restricted shares granted to some 10 resigned incentive objects for the first time but not lifted, agree to repurchase and cancel 40000 shares of restricted shares granted to incentive objects to be supervisors but not lifted, and agree to repurchase and cancel 1856640 shares of restricted shares that did not meet the conditions for lifting the restrictions on the company's performance in the first period of lifting the restrictions on the first time, A total of 238784 restricted shares were repurchased and cancelled. Related directors have avoided voting on relevant proposals.
On April 24, 2020, the independent directors of the company issued the independent opinions on matters related to the 49th meeting of the Fourth Board of directors, agreed to cancel 30531200 stock options and agreed to repurchase and cancel 238784 restricted shares.
The 2019 annual general meeting of shareholders of the company has considered and approved the proposal on repurchase and cancellation of some restricted shares granted for the first time under the 2019 stock option and restricted stock incentive plan. The company has completed the previous
